The Teachings of a Spider
by QueenofOld
Summary: After becoming close friends, Steve admits to Natasha that he's a virgin. She decides to teach him everything she knows about sex so that he can enter the 21st century dating pool with some confidence and experience under his belt. It's just sex...right, Natasha?
1. Intro to Intimacy

**Hi all! Still working on 'Worth the Trouble', but was inspired to create this story while perusing the Shield and Gun tumblr pages (it's awesome and all about Steve/Natasha-lovin'- go there if you haven't already). This story was inspired by the tumblr site, so I hope all who follow there enjoy this! **

**Disclaimer: I, regretfully, do not own Steve, Natasha, or any of Marvel's other awesome characters. I do not make money off of any works I publish here.**

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Friends.

Natasha never thought she needed any outside of Clint…until she saved the world from hostile extraterrestrials alongside five highly skilled, charismatic men.

Apparently, saving the world forms kinships and bonds so strong, not even the Black Widow could escape. She was forced to accept these misfits into her life as brothers-in-arms, roommates and friends.

Months after the Battle of New York, the team had moved into Stark Tower, affectionately renaming it Avenger Tower and turning it into a high-end, multipurpose dormitory.

Clint, being a restless spirit, continued volunteering for protection details and overseas missions, so he was rarely "home".

In Clint's absence, Natasha figured she would turn into a recluse, but Steve didn't allow that. No matter how many times she retreated to her suite, he would always come knocking, inviting her out for pizza, a walk or pestering her with the random "help-me-because-I'm-not-from-this-era" issue.

Eventually, their pizza nights became routine, as did movie nights, and unofficial gym dates.

Of course, their closeness became the butt of many snarky, inside jokes between Tony and Bruce…jokes that they never dare utter in the presence of the Black Widow.

In all honesty, they were surprised Natasha allowed someone to get so close to her…actually SHE was surprised she let someone get so close to her…especially the unassuming, sweet all-American boy next door.

There was just something about him. He was nice, smart, and he could keep up with her in the gym…which was coming in handy right now.

They were side by side on treadmills in the Tower's gym, sprinting. They'd set their machines on a steep incline at its highest speed and were now in competition to see who would give up first.

Just when she felt as though her lungs would burst, Steve's hand hit the emergency stop switch on his treadmill. By the time she slowed her machine and stepped off, he was leaning over behind his treadmill with his hands on his knees as he panted heavily.

Sweat had soaked through his light grey tank top, making it virtually transparent and his golden blond hair was matted against his forehead. His physique was definitely a work of art she enjoyed admiring.

Natasha was so out of breath, she could barely speak, but she was able to utter, "Got ya…"

Steve let out a breathless, brief laugh, "I…I…let you have that one…"

She slowly straightened, "Like hell, Rogers."

"Well, I guess I realized that your pride might be hurting after losing the past 12 times, so I decided to give your ego a boost. You're welcome."

Natasha grabbed a towel and threw it at Steve's face, then patted her sweat-slicked chest down with her own, "Face it, old man. You're starting to feel your age."

He shook his head as he took a deep swig from his water bottle, "Whatever you need to say to make yourself feel better, Nat."

The two walked out of the gym and started down the hall toward their respective suites, where they ran into Tony and Bruce.

"Guess who's back?" asked Tony as he shoved his hands into the pockets of his ridiculously expensive designer jeans.

"Not Loki, I hope", said Steve.

"Jane Foster called. Apparently, Thor's back and decided to stop off in New Mexico first…for…obvious reasons. They'll be in New York by tonight", said Bruce as he removed his glasses to clean them with a ratty handkerchief he kept in his back pocket.

Tony threw his arms in the air, "We'll have to celebrate, naturally."

"Celebrate where?" asked Natasha.

"There's this amazing new bar that just—"

Steve held up a hand, cutting Tony off, "Thor…and Bruce in the middle of a crowded, loud bar? You don't think that's a bit of a risk? No offense, Bruce."

"As usual", muttered Bruce as Natasha swatted Steve's arm.

Steve favored her with a 'What did I say?' expression before she sighed and turned back to Bruce, "As clumsily as he put it, he brings up a good point. A crowded bar is enough to make me want to pull out my throwing knives. I can only imagine what it would do to Bruce…and Thor—"

Steve sighed, "I don't think Thor knows enough about modern America to hang out in a bar."

"…says the man who thinks that fellatio is a city in Italy", grumbled Tony as he pulled out his cell phone and began dialing a number, "Fine…you don't think the Avengers can handle a night on the town? I'll do you one better."

He wandered away from them and began a conversation on his phone as Bruce excused himself. Steve looked down at Natasha, "What do you think he's got planned?"

She glanced in Tony's direction and shrugged, "Something that'll leave Pepper annoyed…as usual, but whatever. He makes the mess, he has to clean it up. I'll catch you later. I'm going to go shower."

An hour later, Jarvis simultaneously sounded in each of their suites, "Mr. Stark requests the presence of your company in the lobby of the tower at 7pm. He asks that you dress to party."

She rolled her eyes and sucked her teeth as she contemplated blowing the whole "party" off, but she had to admit…she did want to get out of the tower and do something non-work related.

Natasha marched over to her closet and started sifting through the endless hangers of jeans, leather jackets and tank tops. She almost gave up when she found a dress…probably one she was supposed to wear on one of her more seductive, undercover assignments. It was a gun metal grey scoop-neck mini-dress that she would never wear when she was simply herself…but she was low on time and didn't want to put herself through the torture of "girl time", picking out clothes in Pepper's closet, so she pulled it out of her closet and held it up to her chest in the mirror, "It's better than jeans…"

At 7pm, Natasha walked out of the elevator and entered the lobby to see the back of a tall, golden-haired man wearing a perfectly tailored sport coat and jeans. She was surprised when Steve turned around, looking ever-the-part of a dapper, 21st century man.

His eyes traveled up and down her lithe form until her voice broke him out of his trance, "Wow. Where'd you get the new clothes, cap? Never thought I'd see you in anything outside of the stars, stripes and plaid."

Steve grinned sheepishly as he fiddled with the lapel of his jacket, "You like it? I'm not so sure about it…Tony had it special ordered weeks ago and I figured tonight was a decent enough night to wear it."

She absently reached out to smooth a hand down the front of his jacket, "It looks great on you…real great."

Steve stared down into her eyes for a few seconds, "That dress…you look-"

"Holy hell, Romanoff. Where's the rest of your skirt?" blurted Tony as he and the rest of the gang walked toward them.

Thor, who was also dressed in civilian clothes, threw his hands up, "The brave captain and the ferocious widow! Wonderful to see you again, my friends!"

After he introduced Jane, they all piled into a stretch limousine, which took them a few blocks away to a lounge. Upon their entry, they were surprised to see that the establishment was empty.

Music played, and strobe lights danced across the room, but not a soul was in sight, save for a few waiters, a bouncer and two bar tenders.

Tony walked in and spun on his heel to face the group, "You didn't think a crowded bar would be a good idea for Thor or Bruce, so I took the liberty of renting an entire bar out."

Jane was the only one who seemed shocked by Tony's extravagant gesture, but the rest of the team knew just how flamboyant the party boy billionaire was, so this was no huge surprise.

Natasha had to admit though…this was a pretty smooth move.

As the others helped themselves to hors d'oeuvres, she made her way to the bar to order a vodka double on the rocks.

Natasha cursed the heels and dress she wore as she uneasily hoisted herself up onto a bar stool.

Being seated at the bar had several advantages. The most important and obvious was the fact that she was close to the booze. The second was that she was able to mingle without getting up, since everyone would come up to the bar to get something to drink at some point…so she sat back, drank her vodka and made polite conversation with her friends as they ordered libations.

After a while, Steve walked over, "What are you drinkin'?"

"Vodka."

"Anything else?"

The bar tender refilled her glass as she quirked an eyebrow, "You're supposed to put something in vodka?"

Steve laughed and looked at the bar tender, "I'll have a beer. I'm not gonna try to keep up with the lady."

Natasha used her foot to push the chair next to her out, "Take a load off, Cap."

He sat down with her, "Having a good time?"

She nodded, "I'm not much of a partier, but this is nice. Just the team…no drunken revelers-"

Natasha was cut off by Thor's booming voice encouraging Tony to take another shot. She laughed and shook her head, "Well…we still have the drunken revelers, but at least they're the ones I know how to deal with."

Steve nodded as he looked at Jane, who had distracted Thor from encouraging Tony's drinking with a searing kiss. The two stumbled to a couch in the corner of the room and proceeded to make out like horny teenagers.

When he shifted uncomfortably on his bar stool, Natasha followed his gaze to the lovers across the room, then took a swig of her drink, "I'm guessing that makes you uncomfortable, huh? Were the people in your generation even allowed to hold hands in public?"

Steve let out a weak laugh as he shrugged a little, then began intently staring at his beer bottle, "It's not that…"

Natasha set her drink down, "What is it?"

He looked back up into her eyes for a moment, but quickly looked away, "Nothing."

"Cut the crap, cap. Spill."

Steve shook his head and took a deep gulp from his beer, "It's…it's nothing."

"Steve…come on. I'm your friend. You can talk to me. I doubt anything you say is going to be very shockin—"

"I'm a virgin", he blurted, stunning the typically unflappable Black Widow into silence.

She stared at him, then began blinking rapidly, "Steve…you're…how? I mean…you've never even gotten close?" He shook his head as she continued, "Not even third base?" Again, he shook his head. Natasha paused and leaned closer, "How far have you gotten?"

"A kiss. One kiss…that lasted barely 9 seconds…"

Natasha furrowed her brows and shook her head as she desperately attempted to wrap her mind around the information she'd just received.

Steve sensed her confusion, so he began to explain, "I didn't always…look like this. I was scrawny…short…weak…girls wouldn't even look at me. By the time I did become Captain America…I had a crush on a girl who was too good for me…and…I guess you can say it wasn't meant to be."

She nodded slowly, "So…do you want—"

"Yes! Why do you think I spend so much time in the gym? I'm going crazy!"

Natasha took another sip of her drink, "Have you tried to get out there?"

"Out where?"

"The dating pool. Have you tried to meet people?"

Steve shook his head quickly, "I come from a generation where sex was a little less…" he stole a glance toward Jane and Thor, who were practically dry-humping on the couch in the corner. He turned back to Natasha, "…out in the open. I gotta admit…women of today are intimidating."

He had a point there. Any regular 21st century woman would probably devour his poor, sweet little ass whole and spit him out. Most attractive women his age were definitely experienced…and they didn't have time for a wet-behind-the-ears 80 year old virgin.

Maybe it was the overly-expensive bottle of vodka that she'd consumed talking…or maybe he just looked that damn good, but before she could stop herself, she started talking…

"I'm going to help you, Steve."

"What?"

"You've been a really good friend to me, so I'm going to do the same. I'm going to teach you everything there is to know about relationships…and I'm going to prep you for the modern dating world…by letting you round the bases and lose your virginity with someone you trust and won't make fun of your lack of experience...me."

"Nat, I—"

"It's just going to be a friend helping out a friend. Just sex. Pretend I'm helping you study for an important test."

Steve stared at her for a long time, then glanced down at the dress she was wearing and slowly leaned in, "When do we start?"

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**Get ready for LEMONY SMUTTY GOODNESS! Oh yeah...and review please! And then head over to the Shield and Gun for some awesome Steve/Natasha yumminess.**


	2. Lesson 1: Kissing

**Sorry for the length of this chapter. I wanted to get the lessons started!**

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Steve was staring at her lips intently as he leaned closer and closer.

For a second, it seemed as though the loud music faded as he focused in on the luscious pillows that he knew would soon connect with his mouth…but her hand against his chest stopped him from coming any closer.

She glanced toward their preoccupied teammates and smirked, "Not here…"

He slowly backed away, "Ok…where?"

Natasha glanced at their friends, then grabbed Steve's hand and slipped out of the bar. Since they were just a few blocks away from the tower, they decided to walk back home.

"We're going back to the tower?"

She nodded, "Yeah. We need privacy. I don't think we should let anyone in on this little secret…and we definitely don't want Tony to know. We'd never hear the end of it."

"So…how are we gonna do this? I mean…how are we so sure it's not going to ruin our friendship?"

Natasha laughed and shook her head, "It's just sex. I know it meant something back in your day, but the 21st century has figured out to separate the act of sex from the emotions that typically go along with it."

"Even women?"

She shrugged a little bit, "I have...and you'd be surprised how many others have."

"Women have really changed..."

Natasha nodded in agreement, "Gender roles may have changed, but even the strongest woman enjoys being made to feel like a woman in the bedroom and in her relationship...sometimes."

"What do you mean by that?"

"I mean...don't be afraid to take charge every now and then."

He nodded, "Ok. So…how do I go about approaching a woman? Should I just be myself, or..."

Natasha smiled as they walked, "Your golden-boy bit is cute…and endearing, but I don't think it'll get you very far with today's woman. You have to seem nice, but you can't indicate that you're a pushover."

"So…being nice is being a pushover in today's dating world?"

"Essentially…yes", she said as they reached the building. "Unfortunately, politeness is always thought to come with some sort of ulterior motive. When you're dating a woman, you can't give it all away. You have to leave her wanting more. Only give her a taste of what you're about when you're asking her out...and even on the first few dates. Leave her with a sense of mystery."

He opened the door for her, and walked to the elevators to press the button, "So, that was a good introductory lesson…what's next?"

When they stepped onto the elevator and the doors closed, Natasha turned to him and whispered "kissing" before she leaned up and captured his lips in a hungry kiss.

At first, he was surprised, but he soon wrapped his arms around her waist and pressed her deliciously curvy form against him as they stumbled backwards into the elevator wall.

Steve moaned against her mouth as she eagerly wrapped her arms around his neck and fisted her hands into his hair.

The ding of the elevator doors caused Natasha to break away from his lips, but Steve reattached his mouth to whatever flesh he could find...which happened to be her neck.

Her eyes rolled closed as she gasped and felt his grip on her waist tighten.

Natasha was surprised by his eagerness…and his ability to so expertly tease the sensitive flesh of her neck. She couldn't help but arch into him as he trailed kisses back up her neck to her lips.

The doors of the elevator started to close, but she reached out and pushed them back open as she reluctantly broke away from him.

Natasha breathed out and smoothed down her dress as she took another step backwards into the hallway. They were both panting as if they'd just raced on the treadmills.

"Nat…I'm sorry…"

She smiled and shook her head, "Don't be…that was…that was really good. You did good. I'm actually surprised at how…good that was."

"I didn't mean to get so carried away…"

Natasha ran a hand through her red hair and stopped the elevator doors from closing yet again, "It's ok. That was fun…"

He smirked, "Maybe we can do it again…you know…since you're teaching me, and I'm sure this was the first of many lessons..."

She bit her bottom lip and nodded, "Oh...definitely...night, Steve…"

"Night", he said as the elevator doors closed.

It wasn't until a few seconds later, as the elevator was carrying him all the way back down to the ground floor, did he remember that his suite was on the same floor as Natasha's…

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**Review please!**


	3. Lesson 2: Making Out

The next afternoon, after everyone had ample time to recover from the previous night's debauchery, the team met in the large kitchen for lunch. Tony and Pepper had volunteered to take Jane and Thor sightseeing "Stark-style", Bruce happily returned to his lab and Steve was busy eyeing Natasha from across the room as she read the news on her tablet.

He took note of the way she bit her lip and pouted a bit as she read…he watched as she idly rested her hand on her chest, then ran a hand through her hair.

Everything she did was foreplay…

When Natasha got up and started to make her way back to her suite, she glanced at Steve and raised a brow, silently inviting him to come with her. After she left, he slowly got up and made his way to her suite.

By the time he got there, she was pulling a bottle of water out of her refrigerator. She glanced up, "Want one?"

"Sure."

Natasha tossed him a bottle, then plopped down on her couch. He laughed a little and sat down next to her, "So…what's today's lesson?"

"You're an eager student, aren't you?"

Her smiled sheepishly, "You make learning fun."

Natasha smiled, "Well, I realized that there's something I should have taught you before I went through the whole tongue-in-mouth thing."

"What's that?"

"Flirting."

He furrowed his eyebrows, "Is flirting really that important?"

"For a guy…no. For a girl…definitely. The problem is, a sweet guy like you may not know the difference between a girl batting her eyelashes or trying to get a piece of dust out of her eye."

Steve settled into the couch and worked hard to suppress a frown, "Ok."

"First of all, if a girl smiles at her over her shoulder—she's flirting. Hands down. No questions asked. If she laughs at everything you say—she's flirting."

Steve shook his head, "What if I'm just that funny?"

"Steve…we've been friends for months now…trust me…you are not THAT funny."

"Maybe I am to people who actually have a sense of humor", he grumbled, almost bitterly.

Natasha put a hand on his shoulder, "Aw. There, there now Cap. Your cuteness more than makes up for your corny jokes."

"Really?" he asked with a genuinely hopeful look in his eyes.

She looked into his eyes, but cleared her throat and looked away as she muttered, "Come on. You know you're the human form perfected." Steve shrugged and sipped on the bottle of water as she continued, "Look. You need to understand the signs of flirting, because if a woman is flirting, all you have to do is not sound like a total ass when you ask her out and you're golden."

"…and a good example of not sounding like a total ass would be…"

Natasha slowly ran a hand through her hair and slowly tapped on her chin before she perked up a little, "Ok. So say a girl's been flirting with you all night…and she mentions that she's about to go. You take that opportunity to tell her that you had a great time and that you'd love to do it again sometime. Then you ask her for her number. After you get her number, you wait at least 48 hours before you call her and set up a date."

"Why 48 hours?"

"Any earlier, you seem like a desperate stalker. Any later, she either forgets about you or she thinks you're a playboy who is just getting to one of the many phone numbers he collected while out."

Steve nodded, "I feel like I should be writing this down."

"I'm sure you'll remember when the time comes."

He sat in silence for a few moments before he stood, "Well…was that the only lesson for today?"

Natasha snatched him back down to the couch and crossed her legs as she leaned in close, "What do you think the next lesson should be?"

"You mean after flirting?" he said as he watched her legs cross and licked his lips.

"I mean after kissing."

He shook his head and gulped as she unbuttoned the top two buttons of his plaid shirt, "I…uh…not sure."

Natasha smirked and stopped unbuttoning his shirt before gently patting his chest, "You really need to relax."

Steve nodded, "You're right. Sorry."

"Another girl might not have the patience to wait for you to stop shaking before she jumped your bones. Chill out. It's just you and me here."

"Ok…" he said, still seeming tense.

Natasha cocked her head to the side, "You'd be no good like this on a real date. What would help you calm down?"

"Honestly? A kiss."

She raised a brow in surprise, "Really?"

Steve leaned in and gently reached up to cup her cheek as he brought his lips to hers.

Natasha was thankful she was already seated. If she'd been standing, she would have melted to her knees in a useless pile of mush.

He kiss was the perfect mix of hunger, passion and gentleness.

Her eyes drifted open as he gently broke away from her and leaned back, "Ok. I think I'm good now."

Natasha was unable to speak for a few moments before she finally found her voice and nodded, "Good. Ok. Casual touching. This is something modern women kind of expect when you're together and dating."

"Like an arm around her shoulders?"

She settled next to him, "That…and, sometimes, a hand on her thigh or even a hand on the ass. Some chicks really like resting their hand in their man's back pocket while they're walking down the street. Hand-holding is important too."

"Oh…ok."

Natasha laughed softly, "It's not as lewd as it sounds, old timer. It feels natural when it's with someone you really like."

"I guess I'll take your word for that…until the time comes", he said as he stared at her.

She hopped up, "I got a meeting at HQ. We have another lesson tonight."

"What lesson is tonight?" he asked as she walked to the door.

"You need a little practice making out."

Steve couldn't help but grin as she left him sitting on her couch.

That night, well after darkness had fallen over the Avenger Tower, a spy crept into a soldier's living quarters. Steve, who had been sitting on his couch in nothing more than a pair of pajama pants had to stop himself from shuddering when he saw her walk in.

She wore a thin, men's tank top and a tiny pair of shorts that did little to contain her firm, yet ample backside.

Natasha smirked and plopped down beside him, "You ready for your next lesson?"

"How does a make out session start exactly?"

"It needs to happen naturally. It usually starts with a kiss…" she said as she leaned in and slowly kissed his lips. She gently leaned back and trailed a finger down his chest, "…and it continues with a touch."

Steve yanked her onto his lap as Natasha suppressed a gasp, "Whoa…nice…"

"I've been studying", he said as she shifted to straddle his lap.

She let out a brief laugh as he leaned forward to kiss her neck, but he stopped mere millimeters away from her skin, "Which part of the neck is the most sensitive? I mean, I know you seemed to like it when I was—"

"Just kiss what looks good", she said…a little more impatiently than she intended.

Steve slowly began kissing her neck as his large hand gripped her waist and pulled her flush against his body. He gently kissed his way up her neck to her lips as she wrapped an arm around him and rolled his body on top of hers.

It was then that she felt exactly how aroused he was. It took everything within her to keep from gasping at the feel of his erection against her. He was definitely "enhanced"…in more ways than one.

She moved her lips from his so that she could kiss his neck and nip at his ear. Steve let out a loud groan as she bit down on his lobe harder and gently grazed his naked chest with her fingernails.

He groaned again as he began grinding against her, "God, Nat…"

Natasha's body was set on fire when she felt his erection press against her core. She realized that if she didn't put a stop to things soon, they'd never stop. She pressed a hand against his chest and gently pushed him off of her, "Whoa there…"

"I'm sorry. I didn't mean to-"

She let out a breath and ran a hand through her hair, "It's OK. It's OK…I think you just…um…maybe just…if you find yourself really excited and it's not the right time for going all the way…think of stuff that doesn't turn you on."

Steve let out a breath and nodded, "Like a naked Eleanor Roosevelt."

Natasha laughed, "Right. That." She straightened out her clothes and sighed, "Even though women like to be desired…they don't ever want to feel pressured to go farther than what they're ready for."

Steve favored her with a mock salute, "Yes ma'am." He brushed a red curl out of her eyes and smiled, "Why don't you stay a while? I was just about to watch one of the hundreds of so-called 'epic' movies I missed during the past 70 years…or at least that's what Tony says…"

She stared into his eyes for a little bit and almost said yes, but she decided against it just before the words fell from her mouth, "I have a long day tomorrow…but maybe another time?"

He did well at hiding the disappointment he felt as she kissed his cheek and left his suite. His disappointment, however, was short lived when he remembered the next day's lesson.

From what he'd heard about 3rd base…it involved that imaginary city in Italy…

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**Review please!**


	4. Chapter 3: Heavy Petting

**Sorry for the long absence! I keep catching all the cold/flu crap that's going around.**

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Steve had never felt this way before. It felt like he was in a perpetual state of arousal from the moment Natasha left his suite to the moment he woke up the next morning. Steve needed a distraction, so he hit the gym and began an intense workout that he hoped would calm his newly awoken libido.

He had just finished destroying his third punching bag when Natasha walked in. He paused in mid-punch as he inventoried her attire.

She wore a ridiculously tight workout top that bared part of her midriff and shorts that technically didn't even qualify as real clothing.

Natasha raised a brow, "Thought I'd be the only one in here this morning."

"If you want me to leave—"

She shook her head, "No. You're good."

He started punching the bag again, but could see her reflection in the wall of mirrors in front of him as she started stretching.

Steve punched the bag harder and harder, as she twisted her exquisite body into positions he'd never even imagined it could move into. Before he could stop himself, the bag flew off the punching bag flew off the stand.

He was panting as he straightened and rolled his shoulders in an effort to release his tension as she stood up and put her hands on her hips, "You seem really…tense."

Natasha was looking him up and down as if he was a well-cut piece of meet.

Steve clenched his fists as he slowly walked toward her, "I'm sure you're well aware of the fact that it's because of those…clothes you're wearing."

"Or the ones I'm not", she said with a smirk.

He stared down into her face and slowly ran a hand down her waist, "What are you doing to me?"

She leaned up and nipped at his lips, "I'm makin' a man out of you, Rogers."

Natasha teasingly leaned back and took a couple of step backwards as Steve raised a brow, "Would it be too much trouble to start our lesson now?"

He followed her as she walked backwards, unable to resist the intense desire to be near her. The determined look in his eyes immediately won her over, so she ran a hand down his chest, "Sure. But you shower first."

Less than 25 minutes later, Steve was fresh out of the shower and walking into his bedroom, where Natasha sat in her underwear.

The vision of her near-nakedness stopped him in his tracks and made his jaw drop open. She stood and walked toward him, "I appreciate that reaction, but if I were a real date, you need to make sure you find the right balance between making a woman feel flattered and being turned on by your smoothness."

He could barely speak, so he simply nodded, "Uhh huh…"

She smiled, "We'll work on it." Steve swallowed hard as she laid a kiss against his neck and pulled him toward the bed where they sat down, "Alright Steve…today's lesson includes a little bit of hand stimulation."

"What?"

Natasha suddenly reached into his towel and wrapped her fingers around his rapidly hardening manhood. Steve sucked in a breath, "Oh god…."

She slowly kissed his neck as she began gently pumping up his growing length.

"You like that?" she purred against his ear before he nodded in response.

He grabbed her wrist, "I'm not sure how much I can take..."

Natasha nodded, remembering that she was dealing with a virgin. She knew he wouldn't last long during today's lesson, so she had to be wise in dividing her attentions.

She pulled him toward the bed, "Have a seat…"

Steve re-wrapped the towel around his waist and slowly sat down as she sat down beside him and worked to slow her breathing. Their lesson was definitely arousing her as well…

"Before you have oral sex…before you have actual sex, you'll do some heavy petting…"

"OK…"

"And if you're lucky, you move forward."

Steve sat forward, "How can I get lucky."

"You have to arouse me."

"How do I do that?"

She smiled, "Kiss me…"

Steve obeyed her request by leaning over and kissing her lips passionately. She gently broke the kiss and whispered, "Now my neck…" He trailed soft kisses down her neck as he eyes rolled closed. She was so lost in the feeling of his mouth nibbling on her neck that she almost forgot to give him his next instruction, "Now…put your hand on my breast."

He slowly leaned back and looked into her eyes before placing a hand on her breast. He gently squeezed the supple flesh before he began carefully kneading and massaging it. Steve leaned back down and began kissing her neck as his ministrations continued.

"Yeah…just like that…."

Steve moved his mouth back up to her lips and stopped stroking her breast as he maneuvered his body atop hers. Natasha, remembering her lesson, put a hand on his chest, "Wait…wait…give me your hand…"

She slowly took his hand and slid it down her body, "I want you to reach into my panties…and touch me…"

He stared into her eyes as he moved his hand into her panties. His inexperienced fingers ghosted over her sensitized flesh as she trembled beneath his slight touch.

Steve's index finger found its way to the tiny bundle of nerves, making her jump slightly beneath him. He quickly removed his hand, "Did I hurt you?"

Natasha grabbed his wrist, "No. Not at all…that was…that was good…you just touched my clit."

"Clit?"

Natasha released his wrist and reached down to slide her panties off of her hips, "You need a visual…get down there and look."

Steve slowly moved down to look between her legs, Natasha reached down and parted her lips, "Women have two magic buttons down there…one, is the clit. That's here…touch…"

He gently pressed his thumb against her clit as she bit back a moan and arched her hips upwards a little, "Good…"

Steve slowly began massaging her in gentle circles as she gently writhed beneath him, "Mmm...good..."

He smiled, "Um…where's the second magic button…or do you need it?"

Natasha laughed softly, "Mmm….right….move your finger down…down…there…slowly slide your middle finger in…"

Steve as he was told, as he watched her face, "Like this?"

"Yes…yeah...that's good…now press down just a little…bingo…" she moaned as her hips bucked against his hand.

Watching her moan and writhe because of the ecstasy he was causing was the greatest turn-on he thought he could ever experience in his life. When he took it upon himself to add a second finger, he was rewarded with a breathy moan of his name.

Steve slowly moved his fingers in and out of her as his thumb continued to massage her clit.

"Oh god…you're good at this…oh…wait…wait-"

His movements came to an automatic stop at the vocalization of her hesitation, "Do you want me to stop?"

Natasha quickly shook her head, "No…no…don't stop…keep going…."

Steve smirked up at her before he began trailing kisses up the inside of her thigh before he began moving faster and faster inside of her.

Natasha arched her back and grabbed her breast as the building bundle of pleasure exploded deep within her belly, "Fuck…fuck…yes…yes!"

Steve crawled up her body and gently kissed her lips, "So…that's what the female orgasm looks like…it's breathtaking."

He plopped down beside her as she panted, "You're tellin' me."

Natasha flipped him over and straddled him, "Now…your turn."

"But, you already—"

"Things are a little uneven right now. You made me come…now it's your turn."

Steve barely had time to breath before she latched onto his mouth for a hungry kiss. She slowly kissed her way down his body before yanking open the towel and grasping a hold of his erection.

Steve practically growled as he laid back, "Oh...god..."

Natasha expertly squeezed and stroked his length as she kissed and nipped at his neck. It didn't take long before he came, exploding onto her hand and his own stomach.

He sat up as quickly as his post-coital foggy brain would allow, "Oh gosh! I'm sorry."

She shook her head, "Don't be…this is completely normal. It's supposed to happen like this…in fact, I think it's kinda hot to watch a guy come…"

Natasha grabbed the edge of his towel and wiped her hand as he ran a hand through his hair and sat up to watch her, "This was my favorite lesson so far."

She quickly got dressed and leaned over to kiss his lips, "You say that now…just wait til my lips are wrapped around your cock tomorrow night…"

Steve was hard all over again by the time she left his suite.

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**Review please!**


	5. Lesson 4: Oral

**So sorry for the long delay! I have a very crazy personal AND professional life right now, and things are not calming down anytime soon! I apologize for any spelling/grammar/structural issues with this story. I barely had time to write it, let alone proof it! I do hope you'll enjoy it in spite of all of that!**

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The next day, Steve was anxious to see Natasha, but was dismayed to find out from a recently returned Clint, that she'd gone into SHIELD for an important meeting about her upcoming mission.

He busied himself by working out and scrubbing his suite spotless, but when that didn't work, he began wandering the various levels of the tower, looking for something to do to keep his mind off of her.

Of course, Bruce and Tony were in the two-floor R&D lab, tinkering and cackling away like two little kids playing with the world's most expensive chemistry set.

Steve stood outside of the glass partition, just watching them until Bruce turned around and favored him with a wave. He activated the two-way intercom, "Wanna come in? I'm almost sure we won't be blowing up anything today."

"Almost sure. Not sure enough. All those without a working knowledge of covalent bonds should remain on the opposite side of the glass, thank you very much" said Tony before he quickly turned back to his work.

Steve took a cautious step backwards as Bruce picked up a glowing blue liquid, "Um. I think I'm OK with just…watching from here."

After a few seconds of awkward silence, Tony turned back to realize that their uninvited visitor was still watching them. He sighed, "You seem bored, Steve. Need another super villain to save the world from?"

"No…I guess I just need a hobby."

Tony muttered under his breath, "…one outside of staring at the resident spider's ass might be a good one."

Bruce pushed his glasses up on his nose and suppressed a chuckle as Steve's eyebrows knitted together in an expression of alarm, "What?"

"Relax, cap. I'm just messing with you…partially…"

Steve cleared his throat, "Well, I guess I should go."

He couldn't have gotten away from the two fast enough.

He decided to get some fresh air, so he left the building to take a walk in his old neighborhood in Brooklyn.

Many of the old brownstones and actual buildings were still standing, so it was easy to maintain his bearings, but several of the establishments he'd grown up with were gone.

As he passed one store, he saw a music box sitting in the window display. Upon a closer inspection, he noticed the ballerina inside had red hair. A half hour later, he'd purchased the music box and was on his way back to the tower.

By the time he returned, Natasha was back. He found her in the kitchen with a half-eaten sandwich and a stack of SHIELD paperwork.

She smiled when he entered the room, "Hey…"

Steve sat across from her, "Hey. How's it going?"

Natasha shrugged a little and glanced down at the paperwork, "Might have to leave town for a mission…"

His smile faltered slightly. His heart actually ached at the thought of not being near her.

"Do you know when you'd leave?" he asked, trying not to sound overly concerned.

Natasha saw right through his carefree façade, but didn't acknowledge it, "Next week probably. Fury says I might be gone for a couple of months."

"Months, huh?"

She nodded and bit her lip as she examined his features. Her study of human behaviors gave her an obvious advantage in a situation like this.

The way his shoulders drooped and his eyes turned down clearly told her that he was disappointed. She was flattered…and was hornier than she'd ever been in her life.

"Oh, I got your something", he said as he set the bag on the table.

Natasha arched a brow in surprise, "You bought me something?"

He nodded, "Yeah…it's just a little something I saw when I went for a walk. It just…I guess it just reminded me of you."

She smiled as she dug the box out of the bag and opened it. Natasha pulled the wooden music box out and ran her hand over it before opening the lid. A soft melody began playing as a red-headed ballerina twirled slowly in front of a mirror.

Natasha stared at it in silence for several moments before Steve leaned forward, "If you don't like it-"

"I love it", she said quickly…almost matter-of-factly before closing it and looking back up at him. "It's beautiful. Thank you."

Steve smiled, "You're welcome."

Natasha leaned in, "Are you ready for our next lesson?"

"Lead the way."

They made their way to the stairwell, but they were intercepted by Clint, "Where are you guys headed?"

Steve began to stutter as he looked at Natasha, "Um…"

"Steve wanted some help with his laptop."

"I hope it can wait. Pepper and Jane are cooking dinner for the team tonight and they need someone to run to the grocery store for some essentials while they prep the crap they already have here…something about hors d'oeuvres…."

"You're someone, why can't you go?" said Natasha trying not to sound impatient.

"I'm due at SHIELD in an hour."

Steve sighed, "What about Thor…or Bruce?"

Clint raised a brow, "I can't find Bruce, and…Thor, in a modern-day, American supermarket? Come on…"

"Then Tony. Pepper's his girlfriend. If she's cooking, doesn't that mean he's like…contractually obligated to do the grocery shopping in this case?" asked Natasha as she crossed her arms.

Clint shrugged and handed her the grocery list, "If you can find him, send him. I gotta go."

When Clint was out of earshot, she looked at Steve, who wore a sympathetic smile and gently nudged her arm, "If we go together, we'll get it done faster."

"I'm going to fucking kill Tony", she grumbled as Steve pulled her to the elevator.

Thirty minutes later, she stood in the middle of the produce section next to Steve, reading off a list of foods, "Six tomatoes, a bag of onions, a dozen avocados—wait, that can't be right. That's a shit-load of avocados. Who the hell are they trying to feed?"

"Earth's mightiest heroes", he said as he dropped a bag of onions into their shopping cart.

She smirked and rolled her eyes, "I hate grocery shopping."

"Really? This is actually kinda fun to me."

"This? Fun?" she said as she began bagging a dozen avocados.

Steve nodded, "I haven't had the chance to grocery shop for myself since...well, since before becoming Captain America. This brings back a sense of normalcy…reminds me that I'm just a regular guy."

Natasha nodded as she watched him place a bag of tomatoes into their basket, "I guess I can appreciate that."

After picking up a few remaining must-have grocery items, they returned to the tower and walked into Tony's expansive kitchen, where Jane and Pepper were busy chopping, sautéing and baking.

"You guys are lifesavers! Thank you so much!" exclaimed Jane, who barely glanced up from the tablet computer that served as her cookbook. Neither of the women were natural cooks, so they were relying heavily on the instructions they were reading off of various screens placed around the kitchen.

When Tony entered the room, all of the women glared at him, "And just where the hell have you been?"

He feigned innocence, "I…was working."

"For once", muttered Pepper as Steve let out a brief snort.

Natasha looked at Steve, "Well, now that we've safely delivered the groceries, we'll leave you two to your…is that a chicken?"

"No, it's a duck!" said Jane.

"Right. Ok. Well, we'll see you at dinner."

"It'll be ready in an hour!" Pepper called after them as they left.

They went back to Natasha's suite, where she collapsed backwards on the bed with a huff, "God. That was draining."

"I hope not too draining…" he said as he crawled up her body and laid a hungry kiss against her lips.

She smiled and wrapped her arms around his neck, "I think I could muster up enough energy for your lesson."

Steve kissed her again as he settled between her open legs, "If you wanna take a nap before dinner…I understand."

Natasha gripped his body tighter to her own, "I'm good. I promise."

His lips moved to her neck to lay gentle, suckling kisses there as she moaned in appreciation. Steve spent his sweet time kissing and nipping at her skin as she ran her hands beneath his shirt and lightly scratched a trail down his perfectly sculpted torso.

Steve kissed her lips, "Tell me what to do…"

"Oh, right…your lesson…take off my jeans and panties…"

He kissed his way down her body before quickly unbuttoning and unzipping her jeans. He slowly pulled her pants down and off of her hips before kissing her thighs and gently pressing his finger against her clit.

Natasha bit her bottom lip and smiled as she spread her legs wider, "Run your tongue over the slit…"

Steve gripped her thighs and slowly leaned down to slowly and torturously run his tongue up her rapidly moistening pussy.

When she moaned, he repeated the motion, causing her hips to buck upwards, "Oh…yeah…that's good…now dip your tongue in and out…and lick my clit…"

When he began alternated the motions, Natasha gasped and reached down to grab the back of his head and hold him in place, "Oh shit…that's good…don't stop."

He continued his ministrations as he blindly reached up and shoved a hand beneath her shirt to grip her breast.

Natasha's moans grew louder and louder, "Oh yes…yes…yes…"

She came so hard, she felt as though she temporarily blacked out. Steve gently kissed the inside of her thigh before sitting up, "Was that good?"

Natasha took a few seconds to recover before forming a coherent thought. She took his face in her hands, "That…was amazing…now, it's your turn. Lay down."

Steve laid back on the bed as she moved into position and unfastened his pants. His erection sprang forward as soon as she pulled his underwear down. It was clear that seeing her cum had an effect on him.

She wrapped her fingers around his shaft and leaned down to slowly run her tongue over the tip of his dick. Steve jumped, "Oh god…"

Natasha smirked, "Oh it gets better…"

She leaned down and continued lightly licking the tip and the side of his hardened member before slowly sucking his length into her mouth. Inch by delicious inch, she took his throbbing manhood into the depths of her throat until she couldn't take it anymore.

Now that she had a gauge for how much of his shaft she could fit into her mouth, she knew where to position her hands on his cock to work the remaining length so that she could ensure every inch of his perfect dick received ample attention.

She wrapped her hand around the base and began working it in tune with the movements of her mouth.

Natasha could hear Steve's breathing quicken substantially when she established a steady pace. Soon, she felt his hand move to the back of her head and his fingers eagerly thread through her curls in an effort to guide her movements.

When she gently moved one hand to cup his balls, Steve lost control and roared to the heavens, erupting and sending his cum down her throat.

When he finished cumming, Natasha released his cock from her mouth and moved to lay next to him.

For a while, they just lay there, panting heavily.

Steve reached over and pulled her close to him before laying a kiss against her hair, "You're an amazing teacher.

Natasha smiled, "You're a pretty fun student."

"So, what's next?"

"You…inside of me", she whispered, making Steve's cock almost instantaneously spring back to life.

"Then our lessons will be over?" he said, unable to hide the disappointment in his voice.

She rolled over to look at him, "Well…yeah…I guess so. You'll have the experience you need, right?"

Steve nodded wordlessly and watched as she rolled over and got out of the bed. Soon after, he followed her, dressed himself and headed toward the door so that he could go shower and get ready for their dinner with the team.

When he left, Natasha showered, then sat on the bed with her new music box.

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**Review please!**


	6. Lesson 5: Sexual Frustration

**Ridiculously long wait for this update...I know. Very sorry for that. I've been dealing with some serious personal issues, so please don't hate me for not being able to update regularly. I'm usually much better at this!**

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Steve had just made the mistake of working out with Thor.

Pepper would be pissed about the state they left the gym in, but he was certain he wouldn't have to work out for another 10 years…that's what a senior citizen gets for trying to keep up with a demigod.

He was glad that he had the distraction though…not that it did much in diverting his attention from his desperate desire for Natasha. He figured his waiting would be over, and tonight would be the night….which is why he was thrown for a loop when he found her in her room, packing.

"What's all this?" he asked as he plopped down on the edge of the bed.

"Luggage."

"I can see that…but for what?"

Natasha sighed a little as she dropped a shirt into her suitcase, "I have to leave for that mission I was telling you about...tonight…"

"Tonight…"

She cocked her head to the side and stared at him, "You seem…disappointed."

He looked down at his hands and shrugged a little, "Yeah…well. I thought tonight was gonna…I thought we were gonna…"

Natasha smiled a little and walked around the bed to straddle his lap, "I have a few minutes if you want a quick lesson…"

She leaned down to kiss his lips, but he pulled away and untangled her arms from around his neck, "I don't want our first time to be like this."

Natasha furrowed her eyebrows, "Like what?"

He set her on the bed next to him before standing, "Rushed."

"Whether it's fast or slow...it's all good. It's just sex, Steve."

He shook his head, "No, it's not...not for me anyways...not with you. You've spent all this time teaching me about relationships, now I need you to teach me how to make love. I don't have any interest in a quick fuck."

She stared at him wide-eyed for several moments before she finally spoke"…Holy shit, Steve…did you just say 'fuck'?" Steve looked down as he attempted to suppress a blushing grin, but he couldn't help but smile when she stood up and playfully poked him in the arm, "Captain America said the F-word!"

"Ha-ha…have your fun at my expense…but I'm serious."

Natasha's expression slowly grew serious as she approached him, "I'm sorry…and you're right. I'm trying to teach you about relationships…and I've always known you were the 'making love type'…I've known that ever since before we started this little lesson."

His hand reached up to gently brush a few strands of vibrant red hair out of her eyes…it was getting long, and he was sure she was going to cut it soon…but he liked it wild and lengthy. Natasha hooked a finger in his belt loop and began fiddling with the fabric as he gently caressed her arm.

She shivered against his touch and sighed as she looked up, "I had a couple of little fantasies about you…figured you would be the strong, silent type…"

Steve's hand ran back up her arm so that he could caress her face. She subconsciously closed her eyes for a brief moment and leaned her cheek into his caress before she continued speaking, "I knew you'd be gentle…but intense and eager…"

Natasha flattened her palm against the center of his chest, then slowly rubbed down his stomach. When her hand reached his groin, he groaned, "Nat…I…need you…"

He pulled her body flush against his and kissed her hungrily as she wrapped her arms around his neck and lifted a leg around his hip. Steve grabbed her ass, prompting her to wrap both legs around him as he stumbled to the bed.

When he moved his lips to her neck, he murmured, "What about your flight?"

"Fuck it..."

Steve ground himself against her as she bit down on his ear lobe, "Oh god…I think I love you…"

She immediately stilled beneath him. He noticed and slowly lifted his head to look down at her face, which now bore an expression of confusion. She stared up at him, "What did you just say?"

"Uh…"

A knock on the door saved them both from prolonged awkwardness. Steve quickly jumped off of the bed and straightened his clothes as Natasha did the same and made her way toward her door.

Steve acted like he was on his way out of the door when she opened it to find Maria Hill standing in the hallway. Maria favored him with a brief nod before turning her eyes to Natasha, "Your transport is downstairs, Agent Romanoff."

"Thanks, Hill. Be down in a sec...thanks for dropping by, Steve."

He stepped out into the hallway and nodded uneasily before walking away.

Natasha bit her lip and watched him walk away.

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**I know it's short, but again, crazy life stuff happening!**

**Review please!**


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